Threadbare
by TeenWolf136
Summary: A year and a half into his training at the SHIELD academy, Grant Ward is excelling. He is top of his class in everything from hand-to-hand combat to espionage and interrogation. He's even coping well with the fact that he's secretly a double agent for Hydra. However, Willow Scott threatens to topple all of that, and not just because she can nearly best him in training. WardxOC.


A/N: Hello everyone! Here I am, back with another fic. Usually I do more lengthy fics, like multi-multi chapter ones but this one is going to be shorter so that I'll actually (hopefully) finish it. I'm thinking there should only be 1 more part after this, about equal in length, but maybe I'll split it into two, we'll just see.

But just a few notes for this fic before we start; this is based at the academy when Ward's about a year and a half into his training there (although he of course already spent like 5 years in the forest training with Garrett). It was never specified in the show how long people actually go to the academy for (1 year, 5 years?), but it seemed like a lot of different people graduate at different times if that makes sense. Anyway, for the purpose of this fic, the normal stay in the operations academy is about 3 years. Also, in the flashbacks we got at the end of season 1 about Ward, he seemed to be much softer and a lot less brutal/emotionless etc than he is when the show starts. That _was_ before this story is set and before he had to kill Buddy, but I figured for this story he wouldn't be _quite_ as hard/withdrawn as he is when AOS starts, but also not quite as warm/smiley as he was in the flashbacks. Basically he's somewhere in the middle of those two people, trying to fit into SHIELD and accept that he's living a double life.

This first part is a bit lighter/more domestic than the second part will be. It turned out nicer and less dark than I originally anticipated but meh.

Anyway, I hope that all made a semblance of sense. Please enjoy!

~O~

The large training room was filled with the sounds of bodies hitting mats, punches landing on cheeks and annoyed grunts at blows missed.

Lined up in long rows were sparring mats, each with a different set of second-year SHIELD cadets going up against each other. They rotated every 6 minutes and it was a gruelling exercise. Extreme hand to hand combat wasn't realistically supposed to be maintainable for more than a few minutes at a time, but their harsh supervisor made them keep it up for upwards of half an hour, or until two or more recruits got knocked or passed out.

This rotation set Grant Ward against Willow Scott.

All of the other cadets side-eyed the pair, murmuring, all hesitating to start sparring themselves as they wanted to watch the match between the two.

Grant Ward was top of the class. Willow Scott was coming in at a close second. Every time they fought it was like the whole academy watched with bated breath, wondering if this was the time that Willow would finally beat him. She always came close - so, _so_ close - but he always ended up on top. This time was no different.

They moved so fast it was hard to keep up. Jab after jab. Barely any blows actually connected with their target, as the two dodged far too quickly to actually be hit. Finally, Willow managed to knee him in the stomach and subsequently punch him in the jaw, making him stumble as she gained the upper-hand. But when she went to sweep his feet out from under him, he got hold of her her arm and flipped her over his shoulder. She smacked into the mat, the wind being harshly knocked out of her as he twisted her arm behind her and pinned her in place with a knee on her back. She elbowed him in the stomach with her free arm, but it wasn't enough to dislodge his hold on her. He grabbed that arm and pinned it down too.

"Time," their supervisor called. None of the other cadets had even fought each other, so enamoured in the scene unfolding before them. Ward let her go and stood back. Willow rolled over, anger pulsing in her honey eyes as she glared up at him. They were, realistically, each other's only actual competitor. None of their peers came close to the level they were on or ever truly challenged them. In fact, it was said that Ward was the best recruit to come through operations since Natasha Romanoff herself - and that was saying something. Will resented the fact that she could never best him, that he would always be just that little bit better. Sometimes she consoled herself by saying it was because he was taller, bigger, weighed probably double what she did, his lean body so layered with muscle. But she knew that wasn't an excuse, at least not one they would allow or accept at the SHIELD academy. It made her angry - she wanted to be the best. She should hate him, should despise him, maybe consider knocking him off the board for good (it had been done at the operations academy more than once). But she didn't, she didn't think about any of those things.

He held out a hand to help her up and she grinned, big and amiable. He pulled her to her feet.

"I nearly had you."

He barked out a laugh and she did as well. She may not have been able to beat him in a combat match, but she knew for a fact that she was the only person in the world that could pull a smile from him so easily. Getting Grant Ward to smile was no easy feat, and yet she did so effortlessly.

"Not even close," he chuckled.

Competitors at SHIELD were supposed to hate each other, to want the other to die embarrassingly out in the field so they could clamber their way to the prized number 1 spot. They were often pitted against each other, to see who wanted it more desperately. They had done the exact same thing to Ward and Will, to see if one would cave. And whilst the duo were fiercely competitive, they had also unexpectedly become the best of friends. It was almost mocking SHIELD, mocking the way they had tried to turn them into enemies. But Will and Ward were inseparable, and practically unbeatable when paired up. They were always sent out into the field together because they worked so flawlessly with one another. Most of the other cadets in their year didn't even get to do field work yet, but Will and Ward were good enough that they were allowed on select missions every now and again.

"You should've winded me before trying to take my feet out," he said. Her gaze turned deadly. She hated it when he tried to give her advice on combat; he knew it and his smirk widened. He ruffled her hair and she bit his hand. He pulled it away, laughing. "You're a feral." It was her turn to laugh.

"Alright swap, let's keep moving people," their supervisor yelled and Will moved across one mat to face her new partner. He was short but thickly built. He looked scared of her.

She and Ward exchanged an amused glance.

~O~

It was a Saturday, which meant training ended early and they had the next day off - their only day off, actually. They trained 6 days a week, sometimes 7 if an assessment was approaching.

Willow had just gotten out of the shower and was searching for clothes in her closet when the door to her dorm room opened and shut. It could have been her roommate, a younger girl who was shy and didn't talk much and was deadly with a knife, but even without looking, Will just knew it wasn't. It was like she and Ward had a homing system inside each of them; they just knew when the other was close, could sense it almost on a molecular level.

"Did your roommate lay into you for the wine stain?" She asked, still hidden behind the door to her closet and not having even laid eyes upon him yet.

"Nah, he was fine," Ward replied and she could just imagine him leaning against the white walls, arms crossed over his broad chest. She picked out a red jumpsuit and slipped into it, holding it up at the front as she stepped out from behind the closet door and looked at him. She was right, of course; he was standing in a black shirt, tucked into the front of his jeans, resting back against the wall with his arms folded. She knew him far too well.

She turned around and he reached out to zip up the back of the strapless jumpsuit for her. She swept her hair to the side. "I think he's still scared of you."

"Hopefully," Ward said, resting his hands on the bare skin of her shoulders for a second before pulling back. She grabbed a pair of heels and sat on her bed to slip them on.

"You're coming out with us right?" She said. He made a face and she sighed, looking back down to her shoes.

"It's just…" He didn't have an excuse and they both knew it. She shrugged.

"Whatever. If you don't want to, you don't want to," she said, moving on to brushing her wet hair roughly.

"I want to hang out, but.."

"But you don't like my other friends, trust me I know," she said under her breath.

He rubbed his chin and she could tell he felt guilty.

"It's not that I don't like them," he tried to lie but failed. He was actually a brilliant liar, one of the best the academy had seen - just not to her. Somehow, for some reason, the words always seemed to catch in his throat when he met her eyes.

"You don't like anyone," she shot back. "So it's really not that insulting."

"I like you," he countered easily and pushed off from the wall, coming closer to take the brush out of her hand and run it through her long, honey locks. She just sighed.

"I know but it's not healthy for you to be so closed off."

"Will, we're specialists. Half our cohort doesn't speak to anyone unless in a life threatening situation. You're just a socialite."

"Not true," she took the brush from his grasp and turned to face him. "It's ok to have friends here. I know it's like a competition now, but when we're actual agents it won't be like that. We'll be a team then."

The look in his eyes said otherwise though. It said, _I don't trust any of them and never will._ It said, _the only person in this academy I trust is standing right in front of me._

She reached out and squeezed his hand, feeling a wave of something for him. It was close to sympathy, but not quite. There were a lot of things wrong with Grant Ward, a lot of factors that had made him the way he was. She knew and understood most of them, which was why she tried her hardest never to push.

"I'll see you later," she said and grabbed her purse, walking out. He hated to watch her go and almost reached out for her, but luckily he had brilliant self control and managed to stop himself before he did or said something stupid.

~O~

The bar was loud and crowded with too many bodies, but Will loved it. She loved the atmosphere, her friends pressed close to her side. She'd just arrived and was ordering her first drink.

"No Ward?" Lily questioned with a perfectly manicured, raised eyebrow.

Will sent her a look as the bartender took her order.

Aaron snorted. "Please, as if he'd come out with us."

Will sighed. "What's that supposed to mean?"

"It means he thinks he's too good for us," Lily answered for Aaron. "Just cause he's top of the class doesn't mean he has to be so stuck up about it." She sounded bitter; she was number 3 in their cohort, just below Will.

Will visibly bristled at the accusation, immediately coming to his defence. "That's bullshit, he isn't stuck up. He just keeps to himself."

"What do you think Grace?" Aaron asked the fourth party of their group, who had stayed quiet. Will smiled confidently; Grace was much too nice to say anything nasty about Ward. Lily and Aaron were both specialists; Grace was not and it showed. Ward often said that Will was an exception to the rule about specialists; that they were hardened and often broken. Searching for something they'd never find. Aaron had been a drug user when he was younger and had only gone straight to get into SHIELD. Lily had been abused by two previous boyfriends, which to be honest was hard for Will to imagine - she knew now that Lily would break any guy who even looked at her the wrong way. But it was the pattern behind it; all the specialists had something, something tragic that allowed them to _be_ a specialist, to do the horrible things that came along with that. Ward was right; Will was the exception. She had a good childhood, loving parents, even though they had grown up a little on the poor side. Ward's life had been the complete opposite in every way - she often wondered if that was what drew them together.

Grace looked reluctant to be pulled into their squabble. "I think…he's fine, he just doesn't like places like this."

Will shot her other friends a triumphant look. Lily scowled. "You just can't bring yourself to say a mean word about anyone."

Grace shrugged. "You guys asked."

They downed some shots and soon enough the small argument was forgotten. More people that Lily and Will had invited began to join their group and soon there were a dozen SHIELD cadets crowded around a table, drinking and laughing.

Will was talking to Mason, who was in the year above her but just training to be a field agent rather than a specialist. He was nice, easy to get along with, talked a lot - but so did Will, so it meant not a moment of silence. They'd gone on a mission together a few months back but it hadn't gone well and he and Ward had clashed so terribly that she'd spent most of the time playing Switzerland slash referee.

Mason bought her another drink and when he came back he slipped his arm around her like it was normal. She smiled and let him, their conversation never strained or awkward in any way. She considered asking to go back to his dorm, sleeping with him. But she actually liked him, he was easy to talk to and funny. So ultimately, at least for the time being, she decided against it. Instead, at the end of the night, when he asked if she would want to go out sometime, on a proper date, she agreed with a smile.

"Just to uh..clear it up," he said as he put her number in his phone - even though they lived on the same campus. "You and Grant Ward - what's going on there?"

She looked up at him, brows furrowed and mind blurry from all the alcohol. "What do you mean?" Perhaps her voice came out a little harsher than it was supposed to.

He put his hands up in surrender. "I just don't wanna step on anyone's toes, you know."

She scratched her forehead, her drunk mind trying to figure out what he was insinuating and what a convincing answer would sound like. "Um…We're just friends. No toes to stepped-to step-to be stepped on." Her words weren't slurred, but they were close. _Shouldn't have had that last tequila shot._

He nodded, but the look on his face said he didn't really believe it. "Good, good."

Once she got back to her dorm, she kicked off her heels and managed to brush her teeth and take off her makeup before ripping her jumpsuit off and falling into bed in her bra and underpants. She fell asleep quickly.

~O~

She felt a warm hand on her shoulder, shaking her gently. She curled into herself, her head absolutely killing. Her stomach churned a little, but she knew she wouldn't throw up - she never did, at least not from drinking.

"Will," a familiar voice said softly. She finally managed to pry her eyes open.

"You've got to be kidding me," she groaned when she saw Ward sitting on the edge of her bed in his full, black tactical gear. "We have a mission?"

"Yep," he confirmed and she could see that he was enjoying this - just a little.

"Screw you."

He smirked. "Not my fault. I just got the message this morning."

It was 6AM, but Ward was up and working out every morning at 5:30, so of course he'd been awake to receive the message. (And she knew that was ultimately what made him the best - sure he was tall and had the perfect build for fighting, but he trained five times harder than any other recruit, wanted it five times more. Even more than her). She'd gotten back from the bar at midnight, so she was running on 6 hours of sleep, but she could handle that. It was the hangover that was killing her.

"I hate my life," she complained as she curled around his arm, her head resting on his leg. With his free hand he gently massaged her scalp, trying to alleviate the pounding pressure that was inside her brain. She moaned and leaned into his touch, but it didn't last long.

"C'mon we gotta go. We're being briefed in 45 minutes," he said, standing up. She rubbed her eyes as he began packing her a bag and managed to sit up. She smiled a little when she saw he'd put out two painkillers and a glass of water next to her bed. She eagerly gulped them down and finished the water before standing. He glanced over at her, eyes running subtly down her nearly naked body, but she didn't really mind. It was pretty normal between them and besides, she was too hungover to care.

She unclipped her bra as she made her way to the bathroom but waited till she was actually inside to take her underwear off. She pushed the door so it was at least semi-closed before jumping in the shower quickly. She was out, wrapped in a fluffy towel and grabbing her clothes from Ward, who must have gotten them from the cupboard for her, in under 10 minutes.

5 minutes after that she was dressed, with her teeth and hair brushed. She shrugged on her black, fitted jacket. She felt better, her headache having dulled slightly and any nausea gone.

"You know where we're going yet?"

"Not a clue," he replied, picking up his own bag as well as hers. They went to move toward the door but he stopped her. "Necklace," he said, nodding his head toward the jewellery adorning her throat. It was a present from her mother and her very favourite accessory. She wore it everywhere, except on missions, just in case it got hurt or lost. She smiled gratefully and unclipped it, placing it carefully into her bedside table drawer before they exited the room.

"What would I do without you?" She sighed as they made their way down the steps.

"Crash and burn," he replied and she laughed loudly.

Half an hour later they were being briefed for their mission, which would take place somewhere in Northern Canada. Will was just glad it was summer - she hated the cold.

"Agent Tyler and Agent Garrett will be meeting you at the motel where you'll wait for our coms team to get you a location," Agent Prendo finished.

Ward immediately stiffened, a stony, stoic mask falling over his face so that he was unreadable, even to Will. "John's going to be there?"

Prendo nodded. "Why do you think you two got put on this? He asked for you specifically, said you were the man for the job. And since she goes where you go.."

"Great," Will muttered sarcastically and Ward looked down at her. She'd only met John Garrett once before and it hadn't been for very long, but she didn't really like the guy.

Everyone knew that as soon as Ward graduated from the academy, Garrett would become his supervising officer. He was the one that had recruited Ward and he had confided to Will that Garrett had helped train him in order to get him into the SHIELD academy. Whilst she _was_ grateful to Garrett for that, she didn't really like the person Ward seemed to become around him.

On the plane ride over, playing cards on one of the couches, Ward finally broached the subject, because he'd never really been the type to beat around the bush. "You never told me why you don't like John."

To some, that may not have sounded like that big of a deal. But to them - two people who shared everything with each other (or so Will thought) - it was.

She shrugged. "I don't _not_ like him."

Ward shot her a look.

"He's just.. I dunno. It's like he's always joking, like he can't take a situation seriously. That's like the polar opposite of you," she said. Ward pursed his lips, his eyebrows coming down.

"You're not exactly Miss Serious either," he pointed out.

"Yeah but there's a difference between being positive and making a serious situation into a joke. I don't know. It's almost like he doesn't care."

"He cares about his missions," Ward shot back.

She stared at him. "And then there's that."

"What?"

"You," she said, dropping her cards. "Why do you jump to his defence like that? Like you need to protect him or something?"

"I'm not.. protecting him, it's just.." Suddenly Ward was tongue tied.

"Don't bullshit me."

Ward let out an annoyed breath. "I owe him, alright? Everything. The academy, SHIELD." He paused. "You."

She recoiled. "What the hell is that supposed to mean?"

"I would've never gotten into SHIELD if it wasn't for him, I wouldn't be here. I would've never met you," he said and she'd only seen that real, sincere look in his eyes a few times before.

"He recruited you. It was his job."

Ward shook his head, sitting back. "He did more than that, Will. You know that. Before he found me, I was.." _Broken_. He didn't need to say the word out loud. They both knew it was there, heavy in the air between them. "Weak," he said instead and her heart twisted at the lie. She believed, whole-heartedly, that Grant Ward had never been weak a day in his life. (He would call her naive though if she ever said that out loud. Perhaps it _was_ naive, but when it came to him, her judgement was skewed.)

She gulped down her pride and her indignation on Ward's behalf that he didn't owe that man a damn thing, and instead reached out for his hands. "Then I guess I owe him too."

His thumb ran gently along her palm. His eyebrows pulled down. _I'd hate for you to owe him anything_ , he thought.

~O~

They were in a motel room, waiting for further intel on the base they needed to infiltrate and destroy.

Agent Tyler and Garrett had met them outside and given them a few more details on the mission. Will had tried to be as nice as possible to Ward's mentor, but it was hard when he said stuff like, _"You wouldn't believe the things I'll be able to talk this son of a gun into once we're actually out in the field,"_ clamping his hand onto Ward's shoulder like a vice. It just made Will uncomfortable - no one should have that much influence over another person.

They didn't know how long they'd actually be at the motel, could be a few hours or could be a few days, before they'd actually move on the base. She and Ward did have seperate rooms, but they both knew it was pretty likely that they'd end up crashing in the same one - when they were away from base it felt safer to stick close together. They could watch each other's backs that way.

Will went out and grabbed them some food whilst Ward poured over all the files they had on the op. She knew he'd summarise anything he learned about the upcoming mission for her when she got back.

However, when she opened the door to the motel room, paper bag filled with burgers in hand, his eyes were glued to the TV instead, rigid as a statue. She closed the door loudly behind her but even that didn't snap him out of his stupor. Following his gaze, she looked at the program he was watching and her jaw clenched.

Politician Christian Ward was speaking on national news about some new legislation he was supporting. _Probably to legalise killing puppies or something equally as horrific_ , she thought bitterly.

In general, Willow had a rule of not hating people; even the criminals that they went after with SHIELD she didn't hate, not really. She didn't know them, didn't know their reasoning or motives or life stories, so hating them wasn't something she could bring herself to do. Besides, she thought it was a horribly negative emotion and tried to keep it out of her life as much as possible. Ward's parents and older brother, however, were a hard exception to that rule. She hated them with every fibre of her being, every cell in her body detested their continued existence and happiness in some mansion in Massachusetts, being hailed political heroes in the eyes of the public. They would certainly never earn her vote.

It had taken her a long time to crack Ward's hard outer shell, but when she finally had, he had confided in her all of the horrible things his brother had done to him when they were children and how his parents had, if not encouraged, then at the very least ignored it.

She snatched up the remote, the plastic digging into her hand as she gripped it hard, and switched the TV off. Finally, Ward seemed to come out of the trance he'd been in. He cleared his throat and looked away, but she could see that he was upset. She came up behind him and wrapped her arms around his torso, feeling the strain of his taught muscles beneath her hands. She kissed the back of his shoulder and rested her head between his shoulder blades. After a few minutes, he relaxed into her, his hands coming up to rest over her own.

"He's a piece of shit," she mumbled. Usually, he would have laughed then, but instead he just let out a shaky breath. He turned in her arms and tucked some of her hair behind her ear as she looked up - way up - at him.

She reluctantly let go in favour of food and they settled on the bed, legs pressed comfortably together. She eventually fell asleep, curled into his side. He pressed his lips to her forehead, closing his eyes. For one, weakened moment, he wished that she could be his. That he could have just this one thing for himself; her. He knew it would make him happy and he knew he could make her happy too. But it was a pipe dream, a fantasy that he sometimes, when very tired or hurt, let himself play out in his head. He and Will, partners in the field, completing missions for SHIELD, fighting side by side and then going home together at the end of the day to a nice little apartment, where he had permission to kiss her and touch her as much as he wanted. _I can touch her_ , he consoled himself, running a hand down her cheek, her shoulder and side. He let it settle on her hip. Even in her sleep, she leaned into him, a soft sigh of content blowing out of her parted lips.

But his dream could never become reality. He couldn't do it; lying to her everyday as friends was hard enough. He didn't know if he could do it if they became more than that. He was committed to SHIELD, that much was true, the problem was he was also committed to Hydra, to Garrett. And she could never, ever know that. He knew she would hate him and he never wanted to see that look on her face, the look of betrayal that would mask her beautiful features.

He grimaced and settled further in beside her, pushing the thought out of his mind. She shifted a little and rested her hand on his chest, fingers gripping his shirt. _For now,_ he thought, _this is enough_.

He was drifting off to sleep himself when their door burst open. Instinctively, he jerked awake and pushed Will behind him, who startled upright at the sudden movement.

Will let out a breath when she saw it was only Garrett standing in their doorway, but Ward remained tense. He hadn't wanted John to see him in such a relaxed position with Will, didn't want Garrett to know the weakness that Will posed for him. It was too late for that now though and Garrett had a pleased look on his face, like he'd wanted to confirm just how much Will meant to Ward.

"Comms team got a location. We're moving out now," Garrett said. "Get up, lovebirds, time to do your jobs."

Will rolled her eyes and jumped to her feet, pulling on her boots as Garrett disappeared to grab Agent Tyler. Five minutes later they were in the car and on their way to the base. When they got there - a sprawling, cement compound with tighter security than they had hoped for - Garrett said, "Tyler, Ward, go around the back and see if you can get into the compound through the service entrance. Scott and I'll send in a drone to see if we can get the layout."

Will made a face - why did she have to be paired with Garrett?

"You got a problem with that?" Garrett questioned, seeing her expression. She quickly reeled in her emotions.

"No, sir."

She and Ward exchanged a look.

"Good. Tyler's got the explosives," Garrett motioned to a black duffel bag slung over Tyler's shoulder, "And as soon as we set them up, we rig the place and blow it to pieces."

"What about the people inside?" Will asked.

"We'll set off an emergency alarm before hand, which should clear everyone out," Garrett assured her. "Alright, let's go."

Ward put a hand on her arm momentarily, mouthing _be safe_ , before getting up to silently follow Tyler around the back.

She and Garrett moved down toward the front entrance. "Nice to see you and Grant getting along so well. You two seem cozy," Garrett smirked back at her. She had to clamp her jaw shut to keep from snapping at him.

"He's a good friend," she managed to grit out.

"Just a friend?" His voice was taunting. She looked at him, meeting his eyes with her own steely pair.

"Yes," she said, leaving no room for argument. "Now let's get this drone in the air. We should avoid the front entrance, too many guards, and instead fly it around to the side and wait for someone to go in."

Garrett seemed to consider pushing the subject for a moment, before relenting. "Smart girl."

They mapped out the compound, watching the drone's live feed camera on the tablet it was connected to. It was quietly zipping through the hallways when Ward and Tyler came through on the ear-comms. "Sir, we have a problem," Ward said, his voice hushed like they were hiding somewhere. "We're in the building, but we're not the only ones. There's five civilians - they look like they might have been experimented on. If we set off that alarm and blow this place, chances are they'll be left to die. We have to get them out."

Garrett cursed under his breath. "This operation just became a whole lot trickier. Alright, you two start setting up the explosives and we'll come in and get the prisoners. I think, from the drone, we've managed to map out a way we can get the prisoners and us out of the building."

"Yes, sir," was Ward's quick response.

Garrett and Will went through a vehicle entrance that their drone had found and infiltrated the base. They were hiding in a storage closet, waiting for a patrol of armed guards to pass by them, when the drone suddenly went offline.

"Shit. We've been made - they found the drone, they're going to know that someone's infiltrated the base," Will said and just as she did a loud alarm sounded throughout the compound.

Everything that went next happened so fast; they managed to get to the prisoners and meet up with Ward and Tyler, who had rigged the place with explosives. But as they were escaping out of the vehicle entrance, piling the prisoners onto one of the facility's trucks, they came under heavy fire. Garrett shouted for Tyler and Ward to go, to get the prisoners to safety whilst he and Will held off the men. Reluctantly, Ward obeyed, and they drove off. Will and Garrett took shelter behind a smaller car, bullets ricocheting consistently off the metal. She reached around and shot one of the guards before pulling back to crouch behind their makeshift shield.

"We need to get out of here," she panted. "The explosives are going to detonate any minute."

"We're not going to be able to get away until we take them out," Garrett said, motioning to the people who were firing at them.

They exchanged a look before both pushing up and beginning to fire back.

"Cover me!" Will shouted before rolling out from behind the car and, whilst the guards were distracted by Garrett shooting at them, she managed to take them out herself. She shot the first in the chest and when she was close enough, disarmed the second and used him as a human shield against the third and fourth. When they were all down and she was out of bullets, she yanked open one of the vehicle doors and slammed it into the last guard, knocking him out cold.

Panting, she looked over at Garrett, who stood up from behind the car and grinned at her. "No wonder Ward likes-"

He was cut off at a loud bang and he fell to the ground. Will seized one of the guard's guns and quickly took out the last remaining security personnel, whom she had stupidly, _stupidly_ missed, hiding behind a large truck several yards away.

Cursing under her breath and slightly panicked, she rushed over to Garrett, half afraid that he was going to be dead with a bullet through his skull. But luckily he was leaning back against the car, gripping his shoulder and cursing loudly.

"Shit…Are you alright?" Her eyes were a little desperate and she reached out to put pressure on his shoulder. It was the first time she'd been in the field and an agent had gotten badly injured. She felt a wave of nausea, of worry. She wished she was braver, calmer than this but she wasn't. She'd been trained for situations exactly like this one, but training and real life were worlds apart.

"It's fine," he grunted. "But we gotta get out of here, this place is about to blow." She helped him into an armoured car before jumping into the driver's seat and speeding off, glancing over at him every few seconds to make sure he was still alive - even though realistically, she knew he'd be fine.

In the rearview mirror, the compound detonated and lit up in a fiery explosion big enough to jolt the car and hurt her ears a little.

"I'm so sorry," she breathed. "I got sloppy and I thought I'd taken them-"

"Hey," he interrupted harshly. "Listen to me kid - don't ever apologise. That's bull crap. Shit happens, sometimes things go wrong. Just 'cause you're not the one who's hurt, doesn't make it your fault. That whole blaming yourself thing might seem heroic, but it doesn't ever make situations better."

She supposed he was right, but it didn't make her feel any better. She was a little afraid that Ward would be pissed that she'd let his mentor get hurt on her watch.

They pulled up at the rendezvous point on the side of a small back road. Tyler was attending to the prisoners as Ward worriedly paced beside their parked vehicle. When he saw Will and Garrett, he stopped. She jumped out of the car, meeting his worried gaze after his eyes swept up and down her length for any sign of injuries. He had a brief moment of relief before he looked at Garrett and the worry broke through again. He rushed to Garrett's side, who waved him off, although Ward stayed devotedly by his shoulder. In the end, Garrett instructed Ward to deliver the prisoners to a SHIELD facility where they would be debriefed and admitted to hospital. Tyler pointed out that it made more sense for him to take the prisoners and Ward to go with his mentor to get patched up, but Garrett brushed that suggestion off. So Will and Ward reluctantly parted ways again and she watched him drive off in the truck, with the prisoners secured and safe.

~O~

Back at the academy and more exhausted than she could remember being in a long time, Will slumped down on her bed and let her head fall into her hands. She felt like she was about to burst into tears, although she wasn't completely sure why - Garrett was going to be fine, he was at a SHIELD care facility and would be out in 24 hours. They'd saved all the prisoners and completed their mission in blowing up the base. Still, Will had a bad feeling that she'd somehow failed.

As if he could sense that she was upset, Ward materialised outside her door, knocking briefly before letting himself in.

He didn't say anything, just sat beside her. It was silent for a long moment.

"I screwed up," she breathed. "I screwed up and someone else got hurt because of it, because of my mistake… Someone you care about."

"Hey," Ward cooed and it wasn't often that she got to hear his soft voice. "You did well. It was a tough mission, with a lot of complications. Stuff happens - just because you're not the one who's hurt, doesn't make it your fault."

Her jaw clenched. "That's what Garrett said." _Exactly what Garrett said_. Sometimes she wondered if a lot of Ward's words were just parroted from his mentor.

"Yeah because it's true. No one blames you for what happened," he reached out and gently grasped her chin, turning her head to face him. "Garrett's going to be fine. The mission was a success."

She took in a big, shaky breath. "Yeah I guess."

"C'mere." He wrapped an arm around her and brought her against his side, tucking her head beneath his chin. She gripped onto him like a monkey. "You're just tired. Get a shower, get some rest. You'll feel better in the morning."

She nodded her agreement, but didn't move from her spot, melted into him. He kissed the top of her head. "You know, leaving you behind at that compound…I'm pretty damn good at following orders, but that was hard," he muttered.

"I know. I hate it when we get separated," she said. "It just adds to the stress of missions."

"But we're not always going to be able to be on missions together, especially once we graduate from the academy," he said what they'd both been thinking for the better part of 6 months. How were they going to cope outside of the academy, separated and often unable to communicate for long stretches of time? They were so acclimatised to being in one another's company for the better part of everyday. Realistically, Will knew that their relationship was rather co-dependent and subsequently, especially in their line of work, pretty unhealthy. She just didn't know how to change that, didn't know if she could and most importantly didn't know if she wanted to. The thought of losing her friendship with Ward, the person she was closest to in the world, made her a little sick.

 _I still have over a year before I have to worry about that,_ she consoled herself.

His hand rubbed her arm comfortingly. "I'll see you in the morning," he said, before standing up. "Get some sleep," he repeated his advice. She nodded.

"You too."

He turned to leave, but paused in the doorway and looked back at her. For just a moment, he looked like he was going to say something. But then he just pursed his lips and turned and left.

~O~

Will bounced back quickly, as it was in her nature to do so. The next day she was at training, smiling and laughing easily with her comrades and falling back into their vigorous, but familiar routine.

Ward didn't know what in her life had made Will so resilient; she'd had a simple, nice childhood and fun, rebellious-free teenage years. She'd excelled in school and been recruited for SHIELD a year into college where she was on a swimming scholarship. She was so impossibly…well-adjusted. Not for the first time, he worried about her becoming a specialist. She was a strong girl, but she was also, at times, emotional. She felt guilt and remorse and empathy on startling levels and he didn't know how she was going to cope with all of the horrible things that specialists often had to do, the hard calls that they had to make. She was resilient, sure, but how long would that resilience last when she had to make the call to take out one innocent in order to save the many? Or when she lost an agent in the field and had to keep fighting and leave their body behind?

He didn't say any of this to her, of course, because he knew she'd get defensive and the last thing he wanted was for her to be upset at him. He hated it when they fought; she was the only real, good thing in his life. She kept him grounded, when he was questioning everything, even his loyalty to Garrett, she was there. And she never pushed, never demanded to know what haunted him when he showed up to her room in the middle of the night, sleep deprived and on the brink of a meltdown. Never tried to yank answers from him when she found him beating a punching bag so hard his knuckles bled well after everyone else had retired. She let him tell her things of his volition - and he did. But he could never, ever tell her everything. And he hated the weakness inside of him that desperately wanted to.

Before coming to the academy, Garrett had told him that he would have to isolate himself, never let himself get close to or develop feelings for anyone. Ward had done so successfully for the first 6 months of his time there. He had kept to himself, been friendly enough when he had to, but never really bonded with anyone. Until she appeared, rising up to challenge him for the number 1 spot in their grade. She managed to insert herself into his heart, slowly. She was under his skin and he couldn't shake her. And now he didn't want to. She was a staple of his life and he didn't want to imagine what he would be without her.

What scared him was that John now knew how much she meant to him and he was afraid that he would use it against Ward. Ward remembered what it felt like having to kill Buddy and that was a dog. He didn't want to think about hurting Will, not ever.

Lucky for him, she was a good distraction from his disturbing thoughts.

They were in one of the dorm's kitchens, cooking with Will's music playing in the background. Most of the cadets survived off protein bars and the cafeteria food, so Will and Ward largely got the kitchen space to themselves. Before going to the academy, Ward had spent 5 years in the Wyoming wilderness, living off what he could catch and some tinned foods. Before that, his household had always had on-site chefs. Because of those factors, he'd never had time to learn to cook. Will, on the other hand, as the eldest sibling of three, had grown up cooking whilst her parents worked long hours. She enjoyed it and thus, Ward was learning to enjoy it to.

"Uh-uh-uh," she tsked, taking the wooden spoon from his hand. "Let it simmer for a few minutes."

She instead started dancing to the beat of the music, taking his hand and drawing him toward her. He protested lightly, saying he was _not_ dancing, but he did that every time and every time he caved. His smile was a dead giveaway. She spun under his arm and slid along the counter and twirled like an idiot.

She knew every word to the absurd pop song like the back of her hand, singing along and occasionally checking on the food as it cooked.

She only paused from her shenanigans when her phone began to ring. She turned down the music and answered it, walking a few paces away to talk in semi-private. Ward glanced over at her as he stirred the food. She had a small, but pure smile on her face, one she usually reserved for her parents or siblings. Or him.

"Who was that?" he asked curiously once she hung up and came back over. He expected the answer of her dad or one of her younger sisters, but instead he got hesitation. His eyebrows pulled down.

"You uh, remember that guy Mason who we did a mission with a little while back?" She fiddled with her necklace.

Ward made a face. "You mean that idiot that almost cost us the mission? Why are you talking to him?"

Will gave him a look. "He's nice. He came out for drinks with me and my friends the other night and we got talking. He asked me out, we're going to dinner in a couple of days."

Ward's stomach dropped, although his face remained impassive. He turned back to the food, clutching the wooden spoon tightly. He had the sudden urge to throw something or hit something or kiss something. Or someone. Or Will.

He did none of those things.

Instead he nodded and said, "That's nice. Where're you going?"

She knew him too well to buy his act, but went along with it anyway. "I don't know, he said it's a surprise," her voice was cautious. Ward rolled his eyes, although she couldn't see because his back was to her.

"You hate surprises," he said, because he couldn't help himself. Couldn't help the jealousy coursing through him, heating his veins and turning them molten. Couldn't help the undeniable urge to yell that ' _no you shouldn't be going on a date with him, because you're mine, you're mine, you're mine'_. But she wasn't his. Maybe if he had gone out with her that night to the bar, it would have been him by her side instead of fucking Mason. But he hadn't gone out with her, he hadn't been the one to ask her out and most importantly he never could be. John had told him never to get close to anyone. He'd already failed his mentor on that account, but he wouldn't make the situation worse by falling in love with Will. (He told himself this, but it was a lie and deep down he knew it; he'd been in love with her for a long time now).

She shrugged. "I don't know, we just click well. He's easy going, gets along with my friends and we're into tonnes of the same stuff. And he talks a lot, like me," she laughed, but it was devoid of her usual warmth.

 _So he's everything I'm not,_ Ward thought bitterly. He threw her a smile - a convincing one too. Anyone else would have been fooled, easily. Will was not, chewing her cheek and looking at him studiously.

"It's just one date," she said quietly. He nodded, beginning to dish out their food. For the first time in a long time, an awkward silence stretched between them, symbolising the distance that Ward suddenly felt between him and the only person in the world, other than John, that he actively cared about.

~O~

Grant Ward was a survivor. He had grown up in a horrendous, abusive environment, with a brother who tortured him - physically and psychologically - and parents who often tortured each other. But he had survived it. And then he had survived juvie and then Garrett's brutal training schema, including 6 months of complete isolation with no one to confide in but a well-trained dog. He'd survived it all. But this? The burn in his throat and the pangs behind his eyes? The ache in his chest, the gnawing emptiness in his stomach that nothing could fill? He didn't know if he could survive this.

Willow was dating Mason. She was always smiling whenever she was around him. He was always touching her - an arm around her waist, a hand on the small of her back.

Ward hated it. He hated it with everything that he was. He glowered and glared and ignored Mason. He began to see Will less and less simply because she did not have as much time to see him.

At first, he tried to be happy for her, really he did. He tried to act as though seeing another man touch her didn't ignite rage in his belly. And he _could_ have acted as though it was fine, could have fooled all of them except maybe Will. But he was too selfish to pretend that it was ok when it was not.

So he quietly fumed whilst Will tried to ignore the obvious fact that there was a large divide between them in the shape of her newest boyfriend.

However, the unresolved tension came to a head one day after sniper training, when he, Will, Lily and Aaron were sitting around a picnic table, soaking up the sun's warmth and enjoying a beer. He'd planned to go straight back to his room after training had finished, but Will had managed to convince him to stay for just one drink. Aaron had brought an esky down.

Mason joined them shortly after and Ward's participation in the conversation ceased. Will sat next to Mason, opposite Ward, who stared at Mason's arm around her and imagined twisting it until his shoulder popped out of its socket. He wondered idly if Mason would cry and took another sip of his beer.

"…So they're sending me back out into the field to help with the retrieval," Mason was saying and Ward couldn't help but snort at the idea. Everyone paused and turned to look at him. Mason tensed. "You got something to say, man?" It seemed he'd let the tension go unspoken for long enough. He didn't seem like a particularly confrontational guy, but Ward _had_ been making subtle jabs and quips at him for weeks now.

Will looked at Ward, silently begging him not to start a fight. But Ward was well-past sick of passive aggression. It wasn't in his nature. "I'm just surprised they'd send you back out into the field at all after the last mission you went on, considering how badly you fucked up."

Mason's eyes narrowed into slits and Will pinched the bridge of her nose as if she had been knowing and dreading this moment to come. "I was fed bad intel. It was a mistake, but it wasn't really my fault. Sorry not all of us are perfect little soldiers."

Lily laughed. Ward hated her and Mason and everything in between.

"Maybe some people just aren't cut out to be SHIELD agents," Ward shot back.

"Or maybe the rest of us aren't perfect because we aren't only completely obsessed with training. Some of us actually get to have _other_ important things in our lives," Mason's hand ran up and down Will's arm and Ward felt his blood boil. "Maybe if you spent a little less time punching a punching bag and a little more time actually living in the real world, then you wouldn't only have one friend who only hangs out with you out of pity-"

Ward punched him in the face, hard, from across the table, as Will gasped. Mason fell off the bench and his lip split against his tooth, leaving blood dripping down his chin. Ward got up and went to walk around to finish him off but Will shoved him back. He looked down at her and realised that he may have fucked up. Her honey eyes were livid, glaring at him.

"What the hell is wrong with you?" She yelled, visibly upset, before turning to Mason. "Both of you!"

Aaron helped Mason to his feet whilst Lily watched on with an amused grin.

"You're both pathetic," Will spat and Ward felt a sudden rush of guilt when he saw tears glisten in her eyes. She turned on her heel and marched away (because she hated people seeing her cry) and after only a few moments hesitation, he followed.

She stormed into her dorm building and up the stairs.

"Will wait," he said, striding behind her. She spun around, so quickly he nearly bumped into her. There were tear tracks running down her cheeks and it made his heart twist in an unpleasant way.

"I can't believe you! You have been so impossible and rude to Mason ever since I started dating him! I get that we don't get to hang out as much anymore but stop acting as though I'm just abandoning you for him! Do you have any idea how difficult it is to be your friend? You're never willing to socialise with any of my other friends, your mood swings give me whiplash and half the time I can't drag you away from training to have a 5-fucking-second conversation with you!" Her chest heaved and her hands were balled into fists and Ward wished with everything he was that she would just punch him in the face. It would hurt him a lot less than looking at her when she was so sad.

He didn't know what to say, how to make this better so he just said the first thing that came to mind, "I don't want you to date Mason."

"If you actually got to know him and put in a bit of effort then you'd realise he's actually a really nice-"

Ward growled in frustration, struggling to put it into words. "No, Will you don't.." He didn't know how to say it, didn't know how to mould the desire and discontent buried in his bones into a comprehensible sentence. Instead, he pulled her toward him, gripping her waist. Without giving himself any time to overthink it or hesitate, he kissed her, hard.

She gasped into his mouth and he suddenly could feel every nerve in his body like his senses had been heightened to 100. She pulled back quickly, looking up at him, her hand on his chest and undecided if it was going to push him away or pull him back down for another.

"I don't want you to date Mason," he repeated, lowly, even though it felt wrong to say his name when he was holding her like that. She gulped. His hand on her waist began to slide around to encircle her back, pressing her body against his. Her fingers curled into his shirt.

She slowly began walking backwards until he had her pressed against the door to her room. He leaned down, his forehead pressing against hers and their lips tantalisingly close. She could hear her heart pounding in her chest, so hard that she thought it might just jump straight out, burst through her ribs and join with his. He reached behind her and opened the door and they backed into the room, unable to break apart even for a second. He kicked it closed behind him and pushed her against the wall, beside her desk, a little more roughly this time. His lips dragged across her cheek and jaw, tasting the salty tang of her tears. Her hand slid from his chest to grip the nape of his neck, whilst one of his pressed against her toned stomach to keep her pinned and the other ran over her hip and ass and then back up.

It wasn't that she hadn't thought about sex with Grant Ward before; she had. Of course she had, he looked like a walking Calvin Klein advert, with the brooding glare nailed down to a science. But she had never thought it would actually happen. He was her friend, her best friend in the world, and sex made things complicated and she didn't want her relationship with him to be complicated, more than it already was.

But now he was holding her, gripping her, clutching her, like he was a man dying of thirst and she was the taste of sweet, sweet water. Or maybe she was the liberation of death. She wasn't sure.

She carded her fingers through his hair and tugged his head to hers. They stopped barely a millimetre apart and she knew that this was a moment. A moment where she could pull back, could tell him to stop, could tell him that she just wanted to be friends and she had a boyfriend and they were building something, something nice and uncomplicated. _Or_ she could kiss him.

After a few heavy and beguiling moments, she chose the latter. Her lips met his and it was deep and passionate and somehow tentative at the same time. Their mouthes slotted together perfectly and any and all thinking that was going on inside their heads ceased. There was nothing but the feel of their lips sliding together and the desperate need for _more_. Will yanked at his shirt and he quickly pulled it over his head, discarding it somewhere behind him before removing her own top.

"Will," he breathed, kissing her again and dragging his teeth over her bottom lip.

He lifted her easily and placed her on the desk, skilfully unclipping her bra and tossing it before cupping her breasts and mouthing at her neck eagerly. She arched into his touch when he flicked one of her nipples with his thumb. She undid his belt and jeans and pushed them, along with his underwear, down his legs as he pulled her leggings off and did the same to her lacy undies. She ran her hands over his muscled chest and shoulders as he kissed down her neck, nipping at her throat and making her gasp. Then he pulled back, just a tiny bit, and cupped her cheeks with both his hands, looking down into her eyes, the soft skin of her face feeling heavenly against his calloused hands. There was a moment of quiet, the only sound their breathing. Then he reached down and kissed her, their eyes staying open for a second and locked together before her eyelids slid shut and she got lost in the way his tongue tangled with hers.

He reached down between them and touched her and his name slipped past her swollen lips. And then he was inside of her, filling her up and making her eyes close in bliss.

He fucked her into the desk- or, no that seemed too crude of a word to use. She'd fucked men in the past but this was different. It meant more. It wasn't making love though, that didn't fit quite right either. The love had already been made, in dorm rooms and sparring mats and between the sounds of a firefight. This was just the accumulation of all that love, pent up for too long, with two people too afraid to accept it.

But they had sex and they both came and Will had always known Ward was an intense person, but this was something else. He gripped her hip tight enough to bruise and pushed her against the desk a little roughly. She raked her finger nails down his back and sunk her teeth into his shoulder. And she thought that was telling; that even when they were having sex or fucking or making love, they couldn't even seem to manage to stop hurting each other.

They slowly came down from their respective highs. Will rested her head against his shoulder as he panted into her neck. His hands, gentler now and not nearly as desperate, ran languidly up and down her back until one moved to gently touch her necklace for a moment. She pressed her lips against his temple.

However, as the foggy euphoria wore off and she began to come back to her senses, Will realised a few things. Firstly, they'd just had sex with no condom and she'd have to go down to the on-campus clinic for a morning after pill, which would be mildly mortifying considering she knew the people that worked there. Secondly, she had a boyfriend whom she'd left outside and she already felt very guilty about that entire situation. And thirdly, what the _hell_ was she supposed to do now?

~O~

A/N: Thank you very much for reading! PLEASE leave a review if you wanna see the second part of this and/or if you enjoyed this lil fic! Thank you my lovelies.


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